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Friday 17 January, 2020

CRAMO OYJ

Boels Increases the Offer Price to EUR 13.75 per Share under its Recommended Voluntary Public Cash Tender Offer for All Shares in Cramo Plc

Boels Increases the Offer Price to EUR 13.75 per Share under its Recommended Voluntary Public Cash Tender Offer for All Shares in Cramo Plc

Cramo Plc       Inside Information         17 January, 2020 at 8.30 EET

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO CANADA, JAPAN, AUSTRALIA, SOUTH AFRICA OR HONG KONG, OR IN ANY OTHER JURISDICTION IN WHICH THE TENDER OFFER WOULD BE PROHIBITED BY APPLICABLE LAW. FOR FURTHER INFORMATION, SEE SECTION “IMPORTANT LEGAL INFORMATION” BELOW.

Boels Increases the Offer Price to EUR 13.75 per Share under its Recommended Voluntary Public Cash Tender Offer for All Shares in Cramo Plc

Boels Topholding B.V. (“Boels” or the “Offeror”) has commenced a voluntary recommended public cash tender offer to purchase all of the issued and outstanding shares in Cramo Plc (“Cramo”) on November 25, 2019 (the “Tender Offer”). Today, Boels is pleased to announce that it has decided to increase the offer price for each share validly tendered in the Tender Offer to EUR 13.75 in cash, cum dividend (the “Increased Offer Price”). This represents a substantial increase of EUR 0.50 compared to the original offer price of EUR 13.25.

The Increased Offer Price represents a premium of approximately 36.1 percent compared to the closing price of the Cramo share on Nasdaq Helsinki Ltd on November 4, 2019, the last trading day prior to the announcement by Cramo that it was evaluating a potential tender offer on November 5, 2019, and 58.5 percent compared to the volume-weighted average trading price during the 3-month period prior to and up to November 5, 2019. The Increased Offer Price is final and the Offeror will not increase it further.

The recommendation of Cramo's Board of Directors to accept the Tender Offer remains unchanged. In addition, in light of the Increased Offer Price and in accordance with applicable law, the Board of Directors of Cramo will supplement its statement of November 20, 2019 regarding the Tender Offer. The acceptance period of the Tender Offer will expire on January 31, 2020 at 4:00 p.m. (Finnish time).

As previously announced, Boels has obtained all identified required antitrust approvals, marking an important step towards completion of the Tender Offer.

Commenting on the Increased Offer Price Pierre Boels, CEO of Boels said:

We continue to have a strong conviction in the strategic combination of Boels and Cramo, and the support for the offer by a vast majority of Cramo's shareholders underscores this. While we believe that our original recommended offer was already an excellent deal for Cramo shareholders, our increased and final offer represents further upside for Cramo shareholders and we look forward to completing the offer on this basis. For those shareholders who have not yet accepted the offer and would like to, we would urge you to do so without delay.

Minimum acceptance condition

The completion of the Tender Offer remains subject to the condition that the shares tendered into the Tender Offer, together with any shares that the Offeror may acquire outside the Tender Offer, represent more than ninety percent (90%) of the shares of Cramo, on a fully diluted basis, provided that the Offeror may waive such offer condition and complete the Tender Offer so long as, immediately following completion, the Offeror will own at least a majority of the shares of Cramo, on a fully diluted basis.

If the minimum acceptance condition is waived and completion of the Tender Offer results in the Offeror holding less than ninety percent (90%) of the shares of Cramo, the Offeror may not be able to initiate compulsory squeeze-out proceedings in accordance with the Finnish Companies Act in the short term or at all. As a result, going forward, non-tendering Cramo shareholders would constitute a minority in a company with a controlling shareholder, and may face reduced liquidity, which may adversely affect the value of their shares or otherwise affect their position. The Offeror reserves the right to use any legally permitted method to acquire all of the Cramo shares (or full ownership of Cramo’s business) and/or to optimize the corporate, financing and tax structure of Cramo from the combined group's perspective.

Cramo shareholders who have already tendered their shares in the Tender Offer do not have to re-tender their shares or take any other action as a result of the increase of the offer price. All shareholders who have validly tendered their shares in Cramo will receive the Increased Offer Price if the Tender Offer is declared unconditional and will be completed.

If the willingness of Cramo shareholders, who have already tendered their shares in the Tender Offer, to tender their shares would be affected by a waiver of the minimum acceptance condition, such shareholders are advised to withdraw their tendered shares immediately. Shareholders have the right to withdraw tendered shares until expiration of the acceptance period, after which withdrawal rights will terminate and shares tendered and not withdrawn will be settled as described in the terms and conditions of the Tender Offer.

Further information

In light of the Increased Offer Price, the Offeror will supplement the tender offer document to reflect the amendment and will publish such supplement document as soon as it has been approved by the Finnish Financial Supervisory Authority. Otherwise the terms and conditions of the Tender Offer remain unchanged.

The Offeror may purchase shares in Cramo during or after the offer period also in public trading on Nasdaq Helsinki Ltd or otherwise outside the Tender Offer.

Media Enquiries Cramo:

Sohana Josefsson
SVP Marketing & Communication, Cramo Plc
M: +46 70 508 99 09
E: [email protected]

Media Enquiries Boels:

Karl Emerick Hanuska
Hill+Knowlton Strategies
M: +31 6 20111967
E: [email protected]

Investor Enquiries Cramo:

Aku Rumpunen
CFO, Cramo Plc
M: +358 40 556 3546
E: [email protected]

ABOUT BOELS

Boels is one of the most renowned equipment rental companies in Europe and the no. 1 player in Benelux, focusing on equipment rental. Boels is a generalist but has throughout the years established specialized divisions. Since its founding in 1977 Boels has grown into a rental company with more than 4200 employees and over 450 depots in 11 countries. The strong expansion of activities is based on autonomous growth as well as a number of strategic acquisitions and has resulted in a doubling of turnover every five years. This makes Boels one of the fastest growing rental companies.

ABOUT CRAMO

Cramo is one of the leading European equipment rental services companies with revenue of EUR 632 million in 2018, serving approximately 150,000 customers through around 300 depots across 11 markets with a full range of machinery, equipment and related services. Cramo enjoys solid market position in all key markets and has a strong focus on the most sophisticated customers primarily within the renovation and new-build construction, industrial and public sector end-markets. Cramo shares (CRA1V) are listed on Nasdaq Helsinki Ltd.

IMPORTANT LEGAL INFORMATION

THIS RELEASE MAY NOT BE RELEASED OR OTHERWISE DISTRIBUTED, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO, CANADA, JAPAN, AUSTRALIA, SOUTH AFRICA OR HONG KONG OR IN ANY OTHER JURISDICTION IN WHICH THE TENDER OFFER WOULD BE PROHIBITED BY APPLICABLE LAW.

THIS RELEASE IS NOT A TENDER OFFER DOCUMENT AND AS SUCH DOES NOT CONSTITUTE AN OFFER OR INVITATION TO MAKE A SALES OFFER. IN PARTICULAR, THIS RELEASE IS NOT AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY SECURITIES DESCRIBED HEREIN, AND IS NOT AN EXTENSION OF THE TENDER OFFER, IN, CANADA, JAPAN, AUSTRALIA, SOUTH AFRICA OR HONG KONG. INVESTORS SHALL ACCEPT THE TENDER OFFER FOR THE SHARES ONLY ON THE BASIS OF THE INFORMATION PROVIDED IN A TENDER OFFER DOCUMENT. OFFERS WILL NOT BE MADE DIRECTLY OR INDIRECTLY IN ANY JURISDICTION WHERE EITHER AN OFFER OR PARTICIPATION THEREIN IS PROHIBITED BY APPLICABLE LAW OR WHERE ANY TENDER OFFER DOCUMENT OR REGISTRATION OR OTHER REQUIREMENTS WOULD APPLY IN ADDITION TO THOSE UNDERTAKEN IN FINLAND.

THE TENDER OFFER IS NOT BEING MADE DIRECTLY OR INDIRECTLY IN ANY JURISDICTION WHERE PROHIBITED BY APPLICABLE LAW AND, WHEN PUBLISHED, THE TENDER OFFER DOCUMENT AND RELATED ACCEPTANCE FORMS WILL NOT AND MAY NOT BE DISTRIBUTED, FORWARDED OR TRANSMITTED INTO OR FROM ANY JURISDICTION WHERE PROHIBITED BY APPLICABLE LAW. IN PARTICULAR, THE TENDER OFFER IS NOT BEING MADE, DIRECTLY OR INDIRECTLY, IN OR INTO, OR BY USE OF THE POSTAL SERVICE OF, OR BY ANY MEANS OR INSTRUMENTALITY (INCLUDING, WITHOUT LIMITATION, FACSIMILE TRANSMISSION, TELEX, TELEPHONE OR THE INTERNET) OF INTERSTATE OR FOREIGN COMMERCE OF, OR ANY FACILITIES OF A NATIONAL SECURITIES EXCHANGE OF, CANADA, JAPAN, AUSTRALIA, SOUTH AFRICA OR HONG KONG. THE TENDER OFFER CANNOT BE ACCEPTED, DIRECTLY OR INDIRECTLY, BY ANY SUCH USE, MEANS OR INSTRUMENTALITY OR FROM WITHIN, CANADA, JAPAN, AUSTRALIA, SOUTH AFRICA OR HONG KONG.

THIS STOCK EXCHANGE RELEASE OR ANY OTHER DOCUMENT OR MATERIALS RELATING TO THE TENDER OFFER IS NOT BEING MADE AND HAVE NOT BEEN APPROVED BY AN AUTHORISED PERSON FOR THE PURPOSES OF SECTION 21 OF THE UK FINANCIAL SERVICES AND MARKETS ACT 2000 (“FSMA”). ACCORDINGLY, THIS STOCK EXCHANGE RELEASE OR ANY OTHER DOCUMENT OR MATERIALS RELATING TO THE TENDER OFFER ARE NOT BEING DISTRIBUTED TO, AND MUST NOT BE PASSED ON TO, THE GENERAL PUBLIC IN THE UNITED KINGDOM. THE COMMUNICATION OF THIS STOCK EXCHANGE RELEASE OR ANY OTHER DOCUMENT OR MATERIALS RELATING TO THE TENDER OFFER IS EXEMPT FROM THE RESTRICTION ON FINANCIAL PROMOTIONS UNDER SECTION 21 OF THE FSMA ON THE BASIS THAT IT IS A COMMUNICATION BY OR ON BEHALF OF A BODY CORPORATE WHICH RELATES TO A TRANSACTION TO ACQUIRE DAY TO DAY CONTROL OF THE AFFAIRS OF A BODY CORPORATE; OR TO ACQUIRE 50 PER CENT. OR MORE OF THE VOTING SHARES IN A BODY CORPORATE, WITHIN ARTICLE 62 OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005.

THIS STOCK EXCHANGE RELEASE HAS BEEN PREPARED IN COMPLIANCE WITH FINNISH LAW, THE RULES OF NASDAQ HELSINKI AND THE HELSINKI TAKEOVER CODE AND THE INFORMATION DISCLOSED MAY NOT BE THE SAME AS THAT WHICH WOULD HAVE BEEN DISCLOSED IF THIS ANNOUNCEMENT HAD BEEN PREPARED IN ACCORDANCE WITH THE LAWS OF JURISDICTIONS OUTSIDE OF FINLAND.

Notice to U.S. Shareholders

U.S. shareholders are advised that Cramo is not subject to the periodic reporting requirements of the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”), and is not required to, and does not, file any reports with the U.S. Securities and Exchange Commission (the “SEC”) thereunder.

The Tender Offer is open to Cramo’s shareholders resident in the United States and is made on the same terms and conditions as those made to all other shareholders of Cramo to whom an offer is made. Any information documents, including this stock exchange release, are being disseminated to U.S. shareholders on a basis comparable to the method that such documents are provided to Cramo’s other shareholders.

The Tender Offer is made in the United States pursuant to Section 14(e) and Regulation 14E under the Exchange Act as a “Tier II” tender offer, and otherwise in accordance with the requirements of Finnish law. Accordingly, the Tender Offer will be subject to disclosure and other procedural requirements, including with respect to withdrawal rights, the offer timetable, settlement procedures and timing of payments that are different from those applicable under U.S. domestic tender offer procedures and law.

To the extent permissible under applicable law or regulations, including Rule 14e-5 under the Exchange Act, Boels and its affiliates or brokers (acting as agents for Boels or its affiliates, as applicable) may from time to time, directly or indirectly, purchase or arrange to purchase, outside of the Tender Offer shares of Cramo or any securities that are convertible into, exchangeable for or exercisable for such shares of Cramo, provided that no such purchases or arrangements to purchase outside of the Tender Offer will be made in the United States by or on behalf of the Offeror or its affiliates or for a price that is greater than the Offer Price. To the extent information about such purchases or arrangements to purchase is made public in Finland, such information will be disclosed by means of a press release or other means reasonably calculated to inform U.S. shareholders of Cramo of such information. In addition, the financial advisers to Boels, or affiliates of the financial advisors, may also engage in ordinary course trading activities in securities of Cramo, which may include purchases or arrangements to purchase such securities.

Neither the SEC nor any U.S. state securities commission has approved or disapproved the Tender Offer, or passed any comment upon the fairness of the merits of the Tender Offer or the adequacy or completeness of any tender offer document. Any representation to the contrary is a criminal offence in the United States.

For the avoidance of doubt, Nordea Bank Abp (“Nordea”) is not registered as a broker or dealer in the U.S. and will not be engaging in direct communications relating to the Tender Offer with investors located within the U.S. (whether on a reverse-inquiry basis or otherwise).

Nordea, which is acting exclusively for the Offeror and no one else in connection with the Tender Offer, will not be responsible to anyone other than the Offeror for providing the protections afforded to clients of Nordea nor for providing advice in relation to the Tender Offer or any other matter referred to in this herein nor for providing advice to any such other person.



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